Orla Mining Ltd. (OLA) Earnings Call Transcript & Summary

Good morning, ladies and gentlemen, and welcome to the 2026 Annual General and Special Meeting of the Shareholders of Orla Mining Limited. The meeting will now come to order. My name is Chuck Jeannes, and I'm Chair of the company. Before we commence the formal business of the meeting, I'd like to provide some opening remarks. We've moved our annual meeting to a virtual platform, which is accessible to all our shareholders regardless of physical location. While this year's meeting will be -- will comply with applicable legislation, our rules of conduct may differ from an in-person meeting. First, each attendee today has already been asked to provide their full name prior to joining, and these details have been conveyed to Computershare for the purposes of registration and recordkeeping in order to enable them to prepare their scrutineers' report for this meeting. In addition, I would like to advise those in attendance that this meeting is being recorded. The primary difference between this conference call format and an in-person meeting is the stratification of the shareholders into 2 groups, being registered and nonregistered shareholders. To be a registered shareholder, your shares must be registered in your name. Everyone else is a nonregistered shareholder, which means that you almost certainly have your shares held in a book-based system at your bank or brokerage firm. Registered shareholders and valid proxy holders who have joined via conference call and registered with Computershare are permitted to speak at this meeting. Nonregistered shareholders are only permitted to listen. It is expected that the nonregistered shareholders and attending this meeting have already registered their voting preferences in advance through their brokerage firm or bank. Registered shareholders and valid proxy holders may ask questions, but only with respect to a specific business item before the meeting. We will pause during the formal business of the meeting should a registered shareholder or duly appointed proxy holder have a question on a specific matter. As always, any questions regarding Orla can be sent to [email protected]. [Operator Instructions]. Any registered shareholders and valid proxy holders present who have either not already voted or who wish to revoke a previously cast vote in order to recast their vote at this meeting today, we'll be able to complete this process when they speak with Computershare. Computershare will cross-reference your name against the registered shareholder list. If it turns out that you're not on the list, you will not have standing as a registered shareholder or a valid proxy holder at the meeting. Note that registered shareholders and proxy holders joining via webcast will not be able to vote through the web platform. If registered shareholders and proxy holders wish to vote at this meeting, please join via the conference call now. In addition, since voting via conference call cannot be done by a show of hands, we are doing a poll for each motion. We ask that registered shareholders and proxy holders log their poll vote in advance for all motions and agenda items when you speak with our Computershare representative. All polling results will be retained with Orla's records for this meeting and will be available on SEDAR + and EDGAR following today's meeting. We expect that this logging in process may take several minutes. So we ask for your patience, while we and Computershare manage these very important preliminary procedures. We will now pause while these tasks are being completed, and Computershare will advise us when they have completed the performance of their steps in this process. [Break]

Computershare has advised that we may now proceed with the formal business of this meeting. I want to advise that on the call today is Brendan DePoe, Vice President, Legal and Corporate Secretary of Orla as well as Irene Lee, who is Computershare's representative in charge of the vote counting and other related responsibilities today. I will act as Chair and Brendan DePoe will act as Recording Secretary of the meeting. For the purposes of this meeting, I have appointed Irene Computershare to act as scrutineer and she has agreed to act in that capacity. Everyone present should already. Should have already registered with the scrutineer as would be the case at an in-person shareholder meeting, only registered shareholders and valid proxy holders at the meeting are permitted to ask questions or discuss any of the proposed motions today. [Operator Instructions]. Let us proceed with the business of the meeting. I've been advised that the notice calling this meeting, together with the management information circular of Orla, the form of proxy and voting instruction form were mailed in accordance with applicable law. Computershare has filed with me in service of such mailing, and I direct that a copy of such proof of service be retained with Orla's records for this meeting. The scrutineer has also advised me that prior to the meeting, proxies were received from the holders of a sufficient number of common shares to constitute a quorum. I therefore declare the meeting to be regularly called and properly constituted for the transaction of business. I direct that the final formal report of the scrutineer be retained with orals records for this meeting. I have also been advised by Computershare that the proxies deposited and votes received for this meeting have been voted in favor of all of the formal business matters to be voted on today. In accordance with the corporate statute and bylaws of Orla and for simplicity, I will move all motions, and no seconder will be required. As the first item of business of this meeting, I now present to the meeting the company's audited consolidated financial statements together with the auditor's report thereon and the related management's discussion and analysis of the company for the year ended December 31, 2025. These financial statements and management's discussion and analysis were mailed to each shareholder that elected to receive a copy and were filed on SEDAR and EDGAR all in accordance with applicable law. Unless there is any objection, I will dispense with reading them at the meeting. The next item of business is the election of directors. The meeting is now open for the nomination of 9 directors to be elected by the company's shareholders to hold office until the close of the first Annual Meeting of Shareholders following such election or until their successors are elected or appointed. Management has nominated myself, Jason Simpson, Jean Robitaille, David Stephens, Elizabeth McGregor, Tamara Brown, and Ana Sofiaa Rios, Rob Krcmarov and Joanna Pearson as directors for the ensuing year or until their successors are elected or appointed. In accordance with the advanced notice provisions of the company's bylaws, additional director nominations were required to have been received by the company by May 17, 2026. As no such nominations were received, I declare the nominations closed. In accordance with the requirements of the Canada Business Corporations Act, the shareholders will be asked to vote for the election of each individual director I now move for the nomination of each of these 9 persons nominated by management as directors of the company to hold office until the close of the next Annual Meeting of Shareholders or until their successors are elected or appointed. I will pause for questions or discussion. As there are no questions, I have been advised by the scrutineer that today's vote is in favor of the motion for each director. Accordingly, the motion has been carried, and I declare that the 9 persons nominated are duly elected as directors of Orla to hold office until the next Annual General Meeting or until their successors are elected or appointed. The next item of business is the appointment of the auditors for the ensuing year and the authorization for the Board to fix their remuneration. I now move for the appointment of Deloitte LLP Chartered Professional Accountants as auditor of the company to hold office until the close of the next Annual Meeting of Shareholders or until its successors are appointed at such remuneration as may be fixed by the directors and that the directors are hereby authorized to fix such remuneration. I will pause for questions or discussion. As there are no questions, Computershare has advised me that today's vote is in favor of this motion. Accordingly, the motion is carried. As set forth in the circular mailed for this meeting, shareholders are being asked to consider a nonbinding advisory resolution on the company's approach to executive compensation, also known as say-on-pay. The exact text of this resolution is set out on Page 24 of the circular. I now move for adoption of the full text of the say-on-pay resolution set out on Page 24 of the circular. I will pause for questions or discussion. As there are no questions, Computershare has advised me that today's vote is in favor of this motion. Accordingly, the motion is carried. All of the formal business of the meeting has now been concluded. I now move for a resolution that this meeting now terminate. I will pause for questions or discussion. As there are no questions, Computershares advised me that today's vote is in favor of this motion. Accordingly, the motion is carried. The formal business of the meeting is now concluded. Thank you very much for attending.

This concludes today's conference. You may disconnect your lines at this time, and we thank you for your participation.